SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
Date of Report (Date of earliest event reported): July 16, 2003
Commission file Number: 000-32085
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware | 36-4392754 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
2401 Commerce Drive
Libertyville,
Illinois 60048
(Address of Principal
Executive Offices and Zip Code)
(847) 680-3515
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On July 16, 2003, the registrant issued the press release attached hereto as Exhibit 99.1, announcing that the registrant had entered into an agreement to acquire all of the outstanding common stock and common stock equivalents of Advanced Imaging Concepts, Inc. Exhibit 99.1 is hereby incorporated herein by reference.
On the same date, the registrant also issued the press release attached hereto as Exhibit 99.2, announcing that the registrant had entered into an agreement to acquire assets of RxCentric Inc. Exhibit 99.2 is hereby incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release issued July 16, 2003.
99.2 Press Release issued July 16, 2003.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
By: /s/ William J. Davis
William J. Davis
Chief Financial Officer
Date: July 16, 2003
S-1
INDEX TO EXHIBITS
Exhibit
Number Description
99.1 Press Release issued July 16, 2003
99.2 Press Release issued July 16, 2003
E-1
EXHIBIT 99.1
Allscripts Healthcare Solutions Contacts:
Bill Davis Dan Michelson
Chief Financial Officer &nbs
p; Vice President of Marketing
847-680-3515, Ext. 282 847-680-3515, Ext. 4330
bill.davis@allscripts.com
dan.michelson@allscripts.com
FOR IMMEDIATE RELEASE
Allscripts Healthcare Solutions To Acquire
Advanced Imaging Concepts
TouchWorks EMR to Integrate Award-Winning Document Imaging Technology
LOUISVILLE, KY and CHICAGO, IL - July 16, 2003 -- Allscripts Healthcare Solutions (NASDAQ: MDRX), the leading provider of clinical software and information solutions for physicians, announced today the signing of an agreement to acquire Advanced Imaging Concepts, Inc. (AIC), a leading provider of document imaging, scanning and management software for healthcare providers. AIC has recently won a number of prestigious industry awards including Top Honors in the document imaging solutions category at the 2003 TEPR Convention, and currently has over 250 installations in 40 states and over 14,000 licensed users.
Allscripts and AIC have worked in a strategic partnership since 2002 to offer digital imaging functionality to clients through the TouchWorks Scan™ module. AIC's IMPACT.MD® platform serves as both a patient-centric electronic file cabinet and an imaging solution. Allscripts will incorporate the IMPACT.MD platform directly into the TouchWorks™ EMR.
"The strategic importance of imaging is clear - it enables a true paperless patient record and accelerates the adoption of TouchWorks," said Glen Tullman, Chief Executive Officer of Allscripts Healthcare Solutions. "As we evaluated our opportunity with AIC, our clients confirmed the need for imaging to better manage legacy paper files and also reaffirmed that AIC is the clear leader in the document imaging space."
Additionally, AIC brings a very solid value-added reseller network with an excellent track record in selling to the small-to-mid-size practice market. As a separate business unit of AHS, AIC will focus on expanding penetration in this market.
"The union of AHS and AIC makes perfect sense because our companies share a common belief in the modular approach to the electronic medical record," commented Jeffery Amrein, Chief Executive Officer of Advanced Imaging Concepts. "Imaging technology offers a low-cost and low-effort entry point for practices seeking a full EMR."
AHS will acquire all outstanding shares of AIC common stock and common stock equivalents for $18 million, payable in cash and by the assumption of a portion of outstanding AIC stock options. The transaction is subject to final approval of the shareholders of AIC and other closing conditions. The transaction is expected to close later this year.
About Advance Imaging Concepts, Inc.
Advanced Imaging Concepts, Inc. (AIC) is a leader in document imaging solutions fo rthe medical industry. AIC's flagship product, IMPACT.MD, is a Windows-based, computerized patient records software system for healthcare organizations. IMPACT.MD serves as a single, flexible repository for all of the patient-related paper that flows around an organization, whether it is generated from within the office, such as phone messages and office notes, or outside the office, such as lab results and referral letters. Authorized users can access patient records instantly with the click of a mouse from any workstation, which eliminates the need for paper records.
About Allscripts Healthcare Solutions
Allscripts Healthcare Solutions is the leading provider of clinical software and information solutions for physicians. The Company's TouchWorks software is a modular electronic medical record that enhances physician productivity using a wireless handheld device, Tablet PC, or desktop workstation to automate the most common physician activities including prescribing, capturing charges, dictating, ordering labs and viewing results, providing patient education, and documenting clinical encounters. Additionally, AHS provides patient compliance and healthcare product education services for physicians through its Physicians Interactive™ business and also provides medication fulfillment services. AHS provides software and services to over 20,000 physicians across the U.S.
Strategic partners include IDX Systems (NASDAQ: IDXC); IMS Health (NYSE: RX); Microsoft (NASDAQ: MSFT); Hewlett-Packard Company; and Medco Health.
TouchWorks Scan, TouchWorks and Physicians Interactive are trademarks of Allscripts Healthcare Solutions. Visit AHS on the Web at www.allscripts.com. IMPACT.MD is a registered trademark of Advanced Imaging Concepts, Inc.
This announcement may contain forward-looking statements about Allscripts Healthcare Solutions that involve risks and uncertainties. These statements are developed by combining currently available information with Allscripts' beliefs and assumptions. Forward-looking statements do not guarantee future performance. Because Allscripts cannot predict all of the risks and uncertainties that may affect it, or control the ones it does predict, Allscripts' actual results may be materially different from the results expressed in its forward-looking statements. For a more complete discussion of the risks, uncertainties and assumptions that may affect Allscripts see the Company's 2002 Annual Report on Form 10-K, available through the Web site maintained by the Securities and Exchange Commission at www.sec.gov.
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EXHIBIT 99.2
Allscripts Healthcare Solutions Contacts:
Bill Davis Dan Michelson
Chief Financial Officer &nbs
p; Vice President of Marketing
847-680-3515, Ext. 282 847-680-3515, Ext. 4330
bill.davis@allscripts.com
dan.michelson@allscripts.com
FOR IMMEDIATE RELEASE
Allscripts Healthcare Solutions To Acquire RxCentric Inc. Assets
Physicians Interactive to Add Clients, Technology, and Personnel
CHICAGO, IL - July 16, 2003 -- Allscripts Healthcare Solutions (NASDAQ: MDRX), the leading provider of clinical software and information solutions focused on physicians, announced today their agreement to acquire substantially all of the assets of New York City-based RxCentric Inc., a leading provider of technology-enabled sales and marketing solutions for the pharmaceutical industry. The acquisition will enable AHS to increase sales capacity, expand its product offering, gain a number of new client relationships and assume a solid base of international business in eight countries. In addition, AHS will acquire a database of approximately 50,000 physicians, as well as new technology products and services, all of which AHS will integrate into its Physicians Interactive™ (PI) business unit.
The acquisition will provide immediate and long-term benefits for PI. RxCentric brings a number of highly skilled sales professionals and additional revenue that accelerates and strengthens PI's operations. Integrating the additional physicians in RxCentric's database will improve PI's ability to recruit physicians to participate in interactive programs, resulting in greater program efficiency. RxCentric's technologies, which provide robust multimedia capabilities, will complement the PI portfolio of solutions, shortening development time and expanding the reach to physicians while meeting the needs of clients who require both types of messaging. Key RxCentric partnerships and alliances in the U.S. and Europe will enhance PI's domestic and emerging international market operations.
"RxCentric's existing client base, international presence, multimedia format, and experienced team further establish PI as the clear market leader in this sector," stated Glen Tullman, Chief Executive Officer of Allscripts Healthcare Solutions. "The demand from pharmaceutical companies for effective physician communication channels continues to offer a very significant market opportunity."
The deal also provides additional brand access within a number of existing PI accounts. Through this acquisition, RxCentric brings relationships with different divisions at those shared clients, as well as with new clients, helping PI to expand its presence and market share.
"We're pleased to join the Physicians Interactive team, combining our complementary visions of the marketplace and client relationships," commented Richard Findlay, President and Chief Executive Officer of RxCentric, who will join PI as its head of worldwide sales and marketing operations. "The added technology and experienced pharmaceutical professionals of RxCentric will strengthen PI sales and marketing solutions."
Following the acquisition, PI will continue to support existing RxCentric products, services, and relationships. AHS expects to complete the asset purchase during the third quarter of this year. AHS agreed to acquire substantially all of the assets of RxCentric for $4.5 million in cash and assumed liabilities. RxCentric has the ability to earn up to $1.8 million in additional consideration if certain performance targets are met during the year following the close.
About RxCentric Inc.
RxCentric Inc. (www.rxcentric.com) is a leading provider of technology-enabled sales and marketing solutions for the life sciences industry providing customized and targeted online product marketing capability that extends the reach and frequency of existing offline marketing and sales activities. RxCentric works with life sciences clients in North America and Europe, and has an international venture with Zestica, a Europe-based life sciences strategic consulting firm. RxCentric Inc. is a privately held company headquartered in New York.
About Physicians Interactive
Physicians Interactive is the market leader in interactive solutions that connect pharmaceutical companies with physicians. With the PI e-Detailing solution, PI uses interactive programmed learning techniques along with sequential messaging to ensure comprehension of consistent and substantive product information. Physicians Interactive also markets PI Convention™, PI OpinionLeader™ and PI Survey™ solutions. Each PI solution leverages PI's physician relationships, experience, and technology platform to deliver effective and physician-trusted programs. Physicians Interactive is a business unit of Allscripts Healthcare Solutions. Visit PI on the Web at www.e-detailing.com or call 1-800-794-6757.
About Allscripts Healthcare Solutions
Allscripts Healthcare Solutions is the leading provider of clinical software and information solutions for physicians. The Company's TouchWorks™ software is a modular electronic medical record that enhances physician productivity using a wireless handheld device, Tablet PC, or desktop workstation to automate the most common physician activities including prescribing, capturing charges, dictating, ordering labs and viewing results, providing patient education, and documenting clinical encounters. Additionally, AHS provides patient compliance and healthcare product education services for physicians through its Physicians Interactive™ business and also provides medication fulfillment services. AHS provides software and services to over 20,000 physicians across the U.S.
Strategic partners include IDX Systems (NASDAQ: IDXC); IMS Health (NYSE: RX); Microsoft (NASDAQ: MSFT); Hewlett-Packard Company; and Medco Health.
Physicians Interactive, PI e-Detailing, PI Convention, PI OpinionLeader, PI Survey, and TouchWorks are trademarks of Allscripts Healthcare Solutions. Visit AHS on the Web at www.allscripts.com.
This announcement may contain forward-looking statements about Allscripts Healthcare Solutions that involve risks and uncertainties. These statements are developed by combining currently available information with Allscripts' beliefs and assumptions. Forward-looking statements do not guarantee future performance. Because Allscripts cannot predict all of the risks and uncertainties that may affect it, or control the ones it does predict, Allscripts' actual results may be materially different from the results expressed in its forward-looking statements. For a more complete discussion of the risks, uncertainties and assumptions that may affect Allscripts see the Company's 2002 Annual Report on Form 10-K, available through the Web site maintained by the Securities and Exchange Commission at www.sec.gov.
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